Form 4: Pinnacle Director Reports Merger-Related Stock Conversion

Pinnacle Financial Partners Director Charles E. Brock reported the conversion of his Pinnacle common stock and depositary shares into New Pinnacle securities following a merger effective January 1, 2026.

Summary

• Charles E. Brock, a Director of Pinnacle Financial Partners Inc. (PNFP), reported changes in his beneficial ownership.
• The changes occurred on January 1, 2026, as a result of the completion of a merger agreement dated July 24, 2025.
• The merger involved Synovus Financial Corp., Pinnacle Financial Partners, Inc., and Pinnacle Financial Partners, Inc. (f/k/a Steel Newco Inc., referred to as 'New Pinnacle').
• Each share of Pinnacle Common Stock ($1.00 par value) was converted into one share of New Pinnacle Common Stock ($1.00 par value).
• Brock disposed of 35,144 shares of Pinnacle Common Stock due to this conversion.
• Each depositary share representing a 1/40th interest in Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, was converted into a depositary share representing a 1/40th interest in New Pinnacle 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C.
• Brock disposed of 4,000 Pinnacle Depositary Shares due to this conversion.
• Following these transactions, Brock beneficially owns 0 shares of the original Pinnacle Common Stock and 0 of the original Pinnacle Depositary Shares, as they were converted into New Pinnacle securities.

Sentiment

Score: 5

Explanation: Neutral, as this Form 4 reports a mandatory conversion of securities due to a pre-announced merger, not a discretionary transaction or new financial performance.

Positives

• The completion of the merger as contemplated by the Agreement and Plan of Merger indicates successful execution of a strategic corporate transaction.
• The conversion of securities ensures continuity of ownership for former Pinnacle shareholders in the new entity.

Future Outlook

This filing reports a completed transaction and does not provide forward-looking statements or guidance regarding future financial performance or strategic direction.

Industry Context

This transaction reflects a consolidation event within the banking and financial services industry, a common trend as institutions seek to achieve scale, expand market reach, or enhance operational efficiencies.

Comparison to Industry Standards

• Not applicable as this filing reports a mandatory security conversion following a merger, not financial results or operational performance.

Stakeholder Impact

• Shareholders of Pinnacle Financial Partners Inc. had their common stock and depositary shares converted into equivalent securities of 'New Pinnacle' as part of the merger, maintaining their equity interest in the combined entity.

Key Dates

Keywords

PNFP, Pinnacle Financial Partners, Synovus Financial Corp., Merger, Stock Conversion, Beneficial Ownership, Director Transaction, Form 4, Financial Services